Cincinnati Bell 2012 Annual Report Download - page 23

DIRECTOR COMPENSATION
Director Compensation Arrangements
The Company uses a combination of cash and stock-based incentive compensation to attract and retain
qualified candidates to serve on the Board. In setting director compensation, the Company considers the
significant amount of time that Directors spend in fulfilling their duties to the Company as well as the skill level
required.
Compensation for Employee Directors
Directors who are also employees of the Company (or any subsidiary of the Company) receive no additional
compensation for serving on the Board or its committees.
General Compensation Policy for Non-Employee Directors
Directors who are not employees of the Company or any subsidiary of the Company (“non-employee
directors”) receive compensation from the Company for their service on the Board. The table below sets forth the
annual compensation for non-employee directors in 2012.
Compensation Element 2012
Chairman of the Board Annual Retainer (a) .............................................. $320,000
Annual Board Retainer ............................................................... $ 70,000
Annual Audit and Finance Committee Chairman Retainer ................................... $ 27,000
Annual Audit and Finance Committee Member Retainer .................................... $ 15,000
Annual Compensation Committee Chairman Retainer ...................................... $ 18,000
Annual Compensation Committee Member Retainer ....................................... $ 10,000
Annual Governance and Nominating Committee Chairman Retainer ........................... $ 16,000
Annual Governance and Nominating Committee Member Retainer ............................ $ 10,000
(a) The Chairman is not entitled to receive any of the other annual Board or Committee retainers described
above.
Non-Employee Directors Deferred Compensation Plan
The Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors (the “Directors Deferred
Compensation Plan”) currently allows each non-employee director of the Company to defer receipt of all or a
part of his or her director fees and annual retainers and to have such deferred amounts credited to an account of
the director under the plan. A non-employee director may also choose to have such deferrals assumed to be
invested among a number of investment options that are designated for this purpose by the Compensation
Committee of the Board, and his or her account under the plan is adjusted by the investment returns that would
result if such amounts were invested in the investment options that he or she chooses.
Subject to future changes in the Directors Deferred Compensation Plan, the Board may, in its discretion,
also credit to the plan account of any non-employee director of the Company an amount equal to the value of a
number of Company common shares determined by the Board. The Board will exercise its discretion in crediting
amounts to the plan accounts of the non-employee directors with the intent that such credits, together with other
compensation that either is paid in the form of Company common shares or has its value determined in relation
to the value of common shares (such grants and such other compensation referred to as “Company equity-based
compensation”), is approximately equal to the median level of the value of equity-based compensation provided
by comparable companies to their non-employee directors. In exercise of such discretion in 2012, no credits were
made to the non-employee directors plan accounts as the value of their restricted grants was increased. Any credit
made by the Board in its discretion to a non-employee director’s account under the plan is also adjusted by the
investment returns that would result if such amounts were invested exclusively in common shares of the
Company. A non-employee director will generally be vested in the amounts credited to his or her account under
the plan only if he or she completes at least five years of active service as a non-employee director of the
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